Governance

Corporate Governance

Corporate Governance

As an asset management company, KJR Management receives asset management consignments from JMF and IIF is committed to upholding its fiduciary duty to investment corporations.

Decision-Making Process

In the course of making decisions regarding the acquisition, disposal, or operation and management of assets, approval is obtained from the Investment Committee and the Senior Advisory Board/Board of Directors in accordance with the Guidelines for the Investment Committee, Rules of the Senior Advisory Board (the “Senior Advisory Board Rules”) and the Rules of the Board of Directors. Furthermore, in the course of making decisions regarding investment policies and standards, operation and management policies and standards, budget, and financing of each investment corporation, the Investment Committee makes decisions, and a proposal is submitted to the Senior Advisory Board for approval in accordance with the Senior Advisory Board Rules. If a transaction constitutes a transaction between stakeholders stipulated in the Regulations for Transactions with Stakeholders of the Asset Manager, the Compliance Committee must first adopt resolutions before the Investment Committee makes decisions (excluding transactions that meet certain minor requirements as stipulated in the Regulations for Transactions with Stakeholders, (“Minor Transactions”)). In addition, if a transaction to be executed involves the acquisition, disposal, or lending of securities or real estate between any investment corporation and a related party of the like of the Asset Manager as stipulated in Article 201(1) of the Investment Trust Act (“ITA”), then, subsequent to the Compliance Committee adopting a resolution and the Investment Committee adopting a resolution, each Investment Corporation’s consent must, by the time the transaction is executed, be obtained based on the approval of the Board of Directors of each Investment Corporation, except in certain cases in which it is determined that the transaction will have a minor impact on each Investment Corporation’s assets.

Decision-Making Process
  • *1For matters relating to the acquisition, disposal (limited to acquisition, disposal, and the like of assets in which a single transaction is in an amount of less than JPY 8 billion), and operation and management of assets, the Investment Committee’s approval is obtained based on the Guidelines for the Investment Committee.
  • *2With regard to investment policies and standards; operation and management policies and standards; budget; financing; and the acquisition, disposal, and the like of assets for which a single transaction is in an amount of not less than JPY 8 billion and less than JPY 60 billion, approval of the Investment Committee and of the Senior Advisory Board is obtained in accordance with the Guidelines for the Investment Committee and the Senior Advisory Board Rules. In addition, with regard to the acquisition, disposal, and the like of assets for which a single transaction is in an amount of not less than JPY 60 billion, approval of the Board of Directors is obtained in accordance with the Rules of the Board of Directors.
  • *3For matters relating to transactions with stakeholders, in addition to the procedures stipulated in ※1 and ※2 above, approval is obtained from the Compliance Committee in accordance with the Regulations for Transactions with Stakeholders and the Compliance Committee Rules. However, if the transaction constitutes a Minor Transaction, approval of the Compliance Committee is not required, and approval of the Representative Director (if the Representative Director has a vested interest, then of the Head of the Compliance Office) is obtained.
  • *4For matters relating to transactions with related parties or the like as defined in Article 201-2(1) of the ITA, in addition, approval of the Board of Directors of each Investment Corporation and the consent of each Investment Corporation based on such approval is obtained. However, if a transaction is determined to be a transaction that will have a minor impact on each Investment Corporation’s assets under the Ordinance for Enforcement of the ITA, approval of the Board of Directors of each Investment Corporation and consent of each Investment Corporation based on such approval is not required.
  • *5The Metropolitan Business Division or Industrial Division is referred to as the Front Division.

Overview of each meeting body

① Compliance Committee

  • Object:Approval body for transactions with stakeholders that makes resolutions and reports on matters relating to internal compliance and its systems as an advisory body to the Board of Directors
  • Chair:Head of Compliance & Risk Management Office
  • Members:President & CEO, Division Heads, external expert(s), and person(s) nominated by the Chair

② Investment Committee

  • Object:To deliberate and make resolutions and reports on overall risks in investing and investment management policies, budgets, funding, acquisition/disposal/investment management of assets, and investment effects, etc.
  • Chair:President & CEO
  • Members:Full-time Directors, Executive Officer controlling the Division in charge of fund asset management, Head of Compliance & Risk Management Office, external real estate appraiser(s), and person(s) nominated by the Chair

③ Senior Advisory Board

  • Object:To make resolutions and reports on matters relating to the operation of the asset management business and real estate investment corporations, investment management business, investment advisory/agency and other businesses based on investment advisory agreements, and the asset manager
  • Chair:President & CEO
  • Members:Directors nominated by the Board of Directors

④ Board of Directors of each Investment Corporation

  • Object:To make resolutions and reports on matters set forth in the Act on Investment Trusts and Investment Corporations and matters prescribed in the Investment Corporation Rules
  • Chair:Executive Officer
  • Members:Supervisory Directors

Governance of Investment Corporations

The organization of each investment corporation consists of executive directors, supervisory directors, an Officers Meeting, which is comprised of all directors, a General Meeting of Unitholders, which is comprised of investors, plus an accounting auditor.
 The number of directors and their compensation is decided by each investment corporation, and monthly remuneration is determined by the Officers Meeting. Pursuant to the ITA, investment corporations are prohibited from having employees. Accordingly, none of our investment corporations have any employees.

Information Disclosure

We strive to explain their investment policies to individual and institutional investors in an accurate and prompt manner. In doing so, we aim to maximize our value to our investors.
For details on information disclosure to unitholders, please refer to the “Disclosure Policy.” of each investment corporation.

Maximize investors value

We place importance on integrating consideration for ESG into investment and management processes, so as to improve the value of sustainable asset management and portfolios. We are also a signatory to and is participating in international initiatives.
Likewise, we aim to maximize unitholder value by means of external evaluations of sustainability activity and environmental certification of asset holdings. For more information, see the following“Environmental Approvals and Evaluations for Group Assets” and the “Supported initiatives”.